Hammer Technology Holdings Corp 10-K/A for FY2020
Hammer Technology Holdings Corp. (HMMR)
About this 10-K/A
Hammer Technology Holdings Corp filed this 10-K/A on December 8, 2020, covering the fiscal year ended July 31, 2020 (FY2020).
Headline figures
Fiscal year ended July 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.78M
- down 18.3% from $2.18M a year earlier
- Net loss
- $924.35K
- compared with a net loss of $7.8M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2020
Commission file number 000-1539680
HAMMER FIBER OPTICS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
NEVADA |
| 98-1032170 |
(State or Other Jurisdiction of Incorporation of Organization) |
| (I.R.S. Employer Identification No.) |
401 East 34th Street
Suite #N27J
New York, NY 10016
(Address of principal executive offices)
844-413-2600
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
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|
Non-Accelerated Filer | [ ] | Smaller Reporting Company | [X] | Emerging Growth Company | [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of July 31, 2020, was $9,405,489 (based upon the $0.185 closing price for shares of the registrant’s common stock as reported by the OTCBB on July 31, 2020, the last trading day of the registrant’s most recently completed fourth fiscal quarter). As of July 31, 2020, there were 60,503,341 shares of the registrant’s $.001 par value common stock issued and 50,840,482 outstanding.
1
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Annual Report of Hammer Fiber Optics, Inc. (the “Company”) on Form 10-K for the period ended July 31, 2020, filed with the Securities and Exchange Commission on November 13, 2020 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
2
PART IV ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
1.Financial statements for our company are listed in the index under Item 8 of this document
2.All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
Exhibit |
|
|
Number | Description of Exhibit | Filing |
Sec. 302 Certification of Chief Executive Officer | Filed herewith | |
Sec. 302 Certification of Principal Financial Officer | Filed herewith | |
Sec. 906 Certification of Chief Executive Officer | Filed herewith | |
Sec. 906 Certification of Principal Financial Officer | Filed herewith |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
HAMMER FIBER OPTICS HOLDINGS CORP.
| /s/ Erik B. Levitt | |
|
| Erik B. Levitt |
|
| Principal Executive Officer |
|
|
|
Date: December 8, 2020 |
| /s/ Erik Levitt |
|
| Erik B. Levitt |
|
| Principal Financial Officer |
3
HAMMER FIBER OPTICS HOLDINGS CORP.
Certification of the Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-
I, Erik B. Levitt, certify that:
1. I have reviewed this Annual Report on Form 10-K/A, of Hammer Fiber Optics Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 8, 2020 |
| /s/ Erik B. Levitt |
|
| Erik B. Levitt |
|
| Principal Executive Officer |
HAMMER FIBER OPTICS HOLDINGS CORP.
Certification of the Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-
I, Erik B. Levitt, certify that:
1. I have reviewed this Annual Report on Form 10-K/A, of Hammer Fiber Optics Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 8, 2020 |
| /s/ Erik B. Levitt |
|
| Erik B. Levitt |
|
| Principal Financial Officer |
HAMMER FIBER OPTICS HOLDINGS CORP.
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Annual Report on Form 10-K/A of Hammer Fiber Optics Holdings Corp. (the “Company”) for the year ended July 31, 2020 (the “Report”), I, Erik B. Levitt, President and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Erik B. Levitt | |
|
| |
|
| Principal Executive Officer |
HAMMER FIBER OPTICS HOLDINGS CORP.
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Annual Report on Form 10-K/A of Hammer Fiber Optics Holdings Corp. (the “Company”) for the year ended July 31, 2020 (the “Report”), I, Erik B. Levitt, President and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 8, 2020 |
| /s/ Erik B. Levitt |
|
| Erik B. Levitt |
|
| Principal Financial Officer |